Qualified Liabilities definition

Qualified Liabilities means any and all debts, liabilities, expenses, charges or other obligations of the Partnership other than Development Costs. The term "Qualified Liabilities" shall include, without limitation, costs associated with the engagement of performers at the Amphitheater, advertising costs, promotion costs, employee costs and rental obligations under the Lease.

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Qualified Liabilities. Shall have the meaning assigned to such term pursuant to Section 6.01(c) hereof.

Qualified Liabilities within the meaning of Treasury Regulations Section 1.707-5(a)(6) to the maximum extent permitted by applicable Tax Law (the “Intended Tax Treatment”).

Examples of Qualified Liabilities in a sentence

• For the avoidance of doubt, and notwithstanding any other provision of this Agreement, the Operating Partnership shall not be required to maintain any amount of Qualified Liabilities in excess of the aggregate Required Liability Amount of all Guaranty Partners.

• The Operating Partnership shall have the discretion to identify the Qualified Liability or Qualified Liabilities that shall be made available for guaranty by each Guaranty Partner.

• The Operating Partnership shall have the discretion to identify the Qualified Liability or Qualified Liabilities that shall be made available for guarantee by each Guarantee Partner.

• For the avoidance of doubt, and notwithstanding any other provision of this Agreement, the Operating Partnership shall not be required to maintain any amount of Qualified Liabilities in excess of the aggregate Required Liability Amount of all Guarantee Partners.

• At the Closing, immediately following the consummation of the steps and transactions described in Section 2.05, JV NewCo shall, or shall cause its Subsidiaries to, repay the Qualified Liabilities by paying the Qualified Liability Repayment Amount to the applicable obligees with respect to the Qualified Liabilities.

• For purposes of this Agreement, the term “Purchase Price” shall mean, initially, $10,000,000, consisting of (y) the value of Assumed Obligations (provided, pursuant to the terms of this Agreement, Qualified Liabilities to be assumed by the Buyer may range from zero to $500,000), and (z) the LLC Interest (having an assumed value equal to the $10,000,000, less the value of the Qualified Liabilities).

• If Buyer determines that it, any of its subsidiaries or affiliates is obligated to provide continuation coverage under COBRA to any M&A Qualified Beneficiaries, Seller shall reimburse Buyer and its subsidiaries and affiliates for any and all costs, expenses and liabilities that Buyer and its subsidiaries and affiliates incur in providing such coverage to the M&A Qualified Liabilities, which, for the avoidance of doubt, shall constitute Excluded Liabilities under this Agreement.

• For the avoidance of doubt, and notwithstanding any other provision of this Agreement, the Operating Partnership shall not be required to maintain any amount of Qualified Liabilities in excess of the aggregate Required Liability Amount of all Protected Partners.

• No fees payable pursuant to the provisions of Section 8.01 hereof shall be paid by the Partnership at any time during which any Qualified Liabilities (as such term is defined in Section 5.03(d) hereof) of the Partnership are past due or delinquent in payment.

• The Operating Partnership shall have the discretion to identify the Qualified Liability or Qualified Liabilities that shall be made available for guaranty by each Protected Partner.

More Definitions of Qualified Liabilities

Qualified Liabilities shall include, without limitation, costs associated with the engagement of performers at the Amphitheater, advertising costs, promotion costs, employee costs and rental obligations under the Lease.

Qualified Liabilities means any and all debts, liabilities, expenses, charges or other obligations of the Partnership which relate to matters other than the construction, development or commencement of operations of the Amphitheater, including without limitation, the obligations of the Partnership in respect of the Senior Debt and in respect of any Deficit Loans and any obligations payable to contractors, suppliers or other vendors; provided, however, specifically excluded from "Qualified Liabilities" shall be any amount payable to SMP pursuant to Sections 8.01 or 8.02 hereof.

Qualified Liabilities means liabilities assumed by Purchaser pursuant to Section 2.3(b).

Qualified Liabilities has the meaning set forth in Section 2.4.

Qualified Liabilities means the intercompany obligations of the Emerald Entities set forth in ‎Section 1.01(m) of the Disclosure Schedule, to the extent such obligations are “qualified liabilities” within the meaning of Section 1.707-5(a)(6) of the Treasury Regulations.